Common use of Effect on Equity Interests Clause in Contracts

Effect on Equity Interests. As of the Effective Time, automatically by virtue of the Company Merger and without any action on the part of any stockholder of the Company or any party hereto: (a) Each membership interest of MergerCo issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. (b) Each share of Company Common Stock or Company Preferred Stock that is owned by the Company, or by any wholly owned Company Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its wholly owned Subsidiaries) shall be converted automatically into the right to receive an amount obtained by dividing (i) the sum of (A) $83,166,740 and (B) the difference (it being understood that if the amount described in the following clause (1) is less than the amount described in the following clause (2), then such difference shall be subtracted from, rather than added to, the amount set forth in the preceding clause (A)), if any, between (1) the aggregate amount of the outstanding balance (including principal and any accrued and unpaid interest) of the Assumed Loans for the Merger Agreement Properties (as such terms are defined in the Real Estate Purchase Agreement) set forth on Exhibit 2.1(c), and (2) the aggregate amount of the outstanding balance (including principal and any accrued and unpaid interest) of the Assumed Loans for the Merger Agreement Properties on the Closing Date, excluding for this purpose the $3,000,000 loan on the Woodmoor property referred to in Section 8.2(n), by (ii) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of additional shares of Company Common Stock that would be outstanding immediately prior to the Effective Time if all holders (other than the Company) of Company Preferred Stock, Common Units or Preferred Units had converted their Company Preferred Stock (including any accrued but unpaid dividends thereon), Common Units or Preferred Units (including any accrued but unpaid distributions thereon), as the case may be, into Company Common Stock immediately prior to the Effective Time and rounded to the nearest one hundredth cent (the "Common Stock Consideration"), which Common Stock Consideration shall be payable to the holder thereof in cash, without any interest thereon. (d) All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically cease to exist, and each Certificate (as hereinafter defined) previously representing such shares shall thereafter represent only the right to receive the Common Stock Consideration. The holders of Certificates previously representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law. (e) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, other than those shares referred to in Section 2.1(b), shall be converted automatically into the right to receive an amount equal to the sum of (A) the product of 1.282051282051 and the Common Stock Consideration and (B) any accrued and unpaid dividends on such share of Company Preferred Stock and rounded to the nearest one hundredth cent (the "Preferred Stock Consideration" and together with the Common Stock Consideration, the "Company Merger Consideration"), which Preferred Stock Consideration shall be payable to the holder thereof in cash, without any interest thereon. (f) All shares of Company Preferred Stock, when converted as provided in Section 2.1(e), shall no longer be outstanding and shall automatically cease to exist, and each

Effect on Equity Interests. As of the Effective Time, automatically by virtue of the Company Merger and without any action on the part of any stockholder of the Company or any party hereto: (a) Each membership interest of MergerCo issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. (b) Each share of Company Common Stock or Company Preferred Stock that is owned by the Company, or by any wholly owned Company Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its wholly owned Subsidiaries) shall be converted automatically into the right to receive an amount obtained by dividing (i) the sum of (A) $83,166,740 and (B) the difference (it being understood that if the amount described in the following clause (1) is less than the amount described in the following clause (2), then such difference shall be subtracted from, rather than added to, the amount set forth in the preceding clause (A)), if any, between (1) the aggregate amount of the outstanding balance (including principal and any accrued and unpaid interest) of the Assumed Loans for the Merger Agreement Properties (as such terms are defined in the Real Estate Purchase Agreement) set forth on Exhibit 2.1(c), and (2) the aggregate amount of the outstanding balance (including principal and any accrued and unpaid interest) of the Assumed Loans for the Merger Agreement Properties on the Closing Date, excluding for this purpose the $3,000,000 loan on the Woodmoor property referred to in Section 8.2(n), by (ii) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of additional shares of Company Common Stock that would be outstanding immediately prior to the Effective Time if all holders (other than the Company) of Company Preferred Stock, Common Units or Preferred Units had converted their Company Preferred Stock (including any accrued but unpaid dividends thereon), Common Units or Preferred Units (including any accrued but unpaid distributions thereon), as the case may be, into Company Common Stock immediately prior to the Effective Time and rounded to the nearest one hundredth cent (the "Common Stock Consideration"), which Common Stock Consideration shall be payable to the holder thereof in cash, without any interest thereon. (d) All shares of Company Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically cease to exist, and each Certificate (as hereinafter defined) previously representing such shares shall thereafter represent only the right to receive the Common Stock Consideration. The holders of Certificates previously representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law. (e) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, other than those shares referred to in Section 2.1(b), shall be converted automatically into the right to receive an amount equal to the sum of (A) the product of 1.282051282051 and the Common Stock Consideration and (B) any accrued and unpaid dividends on such share of Company Preferred Stock and rounded to the nearest one hundredth cent (the "Preferred Stock Consideration" and together with the 4 10 Common Stock Consideration, the "Company Merger Consideration"), which Preferred Stock Consideration shall be payable to the holder thereof in cash, without any interest thereon. (f) All shares of Company Preferred Stock, when converted as provided in Section 2.1(e), shall no longer be outstanding and shall automatically cease to exist, and eacheach Certificate (as hereinafter defined) previously representing such shares shall thereafter represent only the right to receive the Preferred Stock Consideration in accordance with Section 2.1(e). The holders of Certificates previously representing shares of Company Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Preferred Stock except as otherwise provided herein or by law.